Ideas are the beginning of all fortune. (Napoleon Hill)
Anyone who plays with the idea of starting a business, or has already done so, knows that even if a good idea is often the starting point of an entrepreneurial project, a great deal of work awaits the budding entrepreneur until it is realized. One of the most important tasks as a founder is first to create a good business plan. Formulating your own business idea, targeting your target group, developing the right marketing strategy: These are just a few of the many points that a young entrepreneur has to consider on the way to his own company. In addition, however, many legal issues need to be clarified: “Which legal form is right for my company? What happens – legally – if I include investors for financing? Which liability and tax consequences do I have to consider? “At this point in time, it makes sense to seek specialist support in order to put your own project on a safer footing right from the start.
Due to many years of experience in the field of corporate law, the law firm ZIMMERMANN KALINER in Berlin is predestined to stand by your side in the start-up and development of your company, but also in the current business. Whether it’s founding, changing shareholders or selling the company: we provide you with our expertise in all matters relating to corporate law so that you can act confidently and with assurance.
Partnership or corporation: The right legal form for my company
Anyone who starts implementing a business idea together with a partner (for example by formulating the business plan or registering a domain) thus founds a company en passant: two partners become a GbR, a partnership under their ownership business are personally liable. A real founding act is not absolutely necessary for this legal form of a company.
But even if a GbR can be generated without effort, each founder should deal with possible alternatives. In contrast to the partnership (such as the GbR), in which the individual shareholders are liable with their private assets, the liability is limited to a corporation such as the GmbH (limited liability company) on its company assets. This is an important aspect to consider when choosing the legal form.
Although the corporation represents the safer option with regard to liability, there are also some pitfalls waiting for its founding on the management board or managing director of the corporation, which may lead to later personal liability. Here it is important, for example, to inform the founders and managing directors about insolvency liability, short-term liability and personal liability in general and to take the right measures in good time to prevent this.
Financing options for start-ups
As experts in the field of start-up, ZIMMERMANN KALINER can advise new founders on the financing of their project. Wherever a good idea and sufficient motivation exist, there are usually ways in which start-up capital – for example through start-up funds, banks, venture capitalists or crowd investing – can be opened up.
However, if the minimum capital necessary for the formation of a limited liability company is not available for the time being, the small limited liability company (UG) may possibly be considered as an intermediate form limited in liability, providing the startup with a legal basis for further action externally, but also internally for founders to give himself.
Whether GbR, KG, UG, GmbH, GmbH & Co. KG or AG: It is important that the legal foundations of a company at the time of its formation are clearly laid down by contract. The rights that are fixed by means of the contract can affect the respective scope for action and decision-making of the individual shareholders or their profit sharing, but also address the consequences of a change of shareholders by the addition or exit of one or more shareholders. There are many more aspects to be clarified when founding a corporation. In this case, the articles of association must also be notarised. Participation agreements may also contain further regulations and agreements that are not necessarily to be seen in the commercial register.
The design and review of articles of association and participation and shareholder agreements is one of the core tasks of the law firm ZIMMERMANN KALINER. We are happy to help you to find the optimal contract for your company. When advising on legal form and drafting contract content, we always keep an eye on its tax implications, which are of great importance to entrepreneurs.
If the company is thriving
Not only in the creation of a company, but also in the course of its development, a legal advice is necessary in many places. When employees are hired, we work with you to develop employment contracts. Vesting clauses and employee participation programs help bind co-entrepreneurs and good employees to your company in the long term.
Do you sell products abroad, we take care of the trade and foreign trade issues. INCOTERMS, (L/C) letters of credit are no foreign words for us. Establish a sales structure with sales representatives, if you are a franchisee or simply “only” as an investor in a ship or real estate fund, we are the right contact person.
If your company is planning a financing round, a capital increase can be the right way to bring money into society. Convertible loans, subordinated loans, silent participations, mezzanine financing are also possible. As a corporate law expert, we assist you in negotiating with investors so you do not fall by the wayside in your company’s round of financing. If we advise on the investor side, we secure the legal side, so that your invested capital not only increases, but also arrives later with you.
Your partner in company law
The law firm ZIMMERMANN KALINER in Berlin is the right partner for founders, young and established entrepreneurs and companies, experienced key players and investors.
Whether in court or out of court: with experience and commitment our lawyers advise and represent shareholders or society in the enforcement of their social rights.
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